Remuneration report. Corporate Governance Report of the Executive Board. ING Group Annual Report 2014

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1 Remuneration report This chapter sets out the remuneration policy for the Executive Board, senior management and the Supervisory Board. After repayment of the Dutch State and the introduction of the Dutch Law on Remuneration Policies of Financial Undertakings (Wbfo), the Remuneration Committee of the Supervisory Board reviewed the current remuneration policy for the Executive Board. The Remuneration Committee proposed to amend the remuneration policy, as set out on page 93, which was adopted by the full Supervisory Board and which will be submitted for shareholder approval at the annual General Meeting on 11 May Following adoption of this amendment, the amended remuneration policy will become effective as of performance year In addition, the Remuneration Report provides information on the remuneration levels for Remuneration policy The primary objective of the remuneration policy is to enable ING to retain and recruit qualified and expert leaders, senior staff and other highly qualified employees. The remuneration policy forms an integral part of ING s corpo stgy and risk profile and maintains a sustainable balance between short-term and long-term value creation, building on ING s long-term responsibility towards clients, employees, society, providers of capital and other stakeholders. In determining compensation of ING s leadership a variety of factors are taken into consideration, such as the complexity of functions, the scope of responsibilities, the alignment of risks and rewards, national and international legislation and the long-term objectives of the Company and its stakeholders, which is all the more important given the changing international standards regarding responsible and sound remuneration. These factors differ for each role, line of business and country. As much as possible for a global financial institution of this size, ING is taking account of all these differences and of the standards applied within similar financial institutions in the various countries in which it opes. Legal and regulatory developments in 2014 With effect from 1 January 2014, the Capital Requirements Directive III (CRD III) is replaced by the Capital Requirements Directive IV (CRD IV). In the Netherlands, CRD IV has been implemented in the Dutch regulation on Sound Remuneration Policies pursuant to the Financial Supervision Act 2014 (the Regeling Beheerst Beloningsbeleid Wft 2014 Rbb 2014), with effect from 1 August The Rbb 2014 replaces the Dutch regulation on Sound Remuneration Policies pursuant to the Financial Supervision Act 2011 (the Regeling Beheerst Beloningsbeleid Wft 2011 Rbb 2011). Many of the specific requirements under CRD IV apply to identified staff (i.e. employees that could potentially have a significant impact on the Company s risk profile), including the Executive Board. ING has implemented the remuneration principles under CRD IV and the Dutch regulation on Sound Remuneration Policies pursuant to the Financial Supervision Act 2014 in its remuneration policies with effect from 1 January 2014, and has taken measures to comply with these requirements. With effect from 2012, the law on prohibition of payment of variable remuneration to board members of financial institutions that receive state aid, the Dutch Bonus Prohibition Act (Wet bonusverbod staatsgesteunde ondernemingen), applied to ING in light of the State support that ING received in 2008/2009. On 7 November 2014, ING made final repayment to the Dutch State. As a result, the Dutch Bonus Prohibition Act no longer applies to ING with effect from 7 November In addition, new Dutch legislation, the Dutch Law on Remuneration Policies of Financial Undertakings (de Wet beloningsbeleid financiële ondernemingen; Wbfo), has been enacted with effect from 7 February This new legislation introduces, amongst others, caps on variable remuneration applicable to all global staff. ING has taken all necessary measures to implement the legislative requirements in its remuneration policies. Remuneration policy for the Executive Board The current remuneration policy for the Executive Board was adopted by the Annual General Meeting (AGM) on 27 April 2010; adjustments to the remuneration policy were adopted by the AGM on 9 May 2011 for adjustment with regulatory requirements and on 12 May 2014 with respect to pensions for the Executive Board. According to the Executive Board remuneration policy, remuneration of Executive Board members consists of a combination of fixed compensation (base salary) and variable remuneration (together total direct compensation ), pension arrangements and benefits as described below. 87 Additional information Other information Parent company annual accounts Consolidated annual accounts

2 ING Group 88 Corpo Governance Remuneration report continued Total direct compensation: reduced emphasis on variable remuneration Total direct compensation levels are based on market data that include peers both inside and outside the financial sector in the international context in which ING opes. Total direct compensation is benchmarked against a peer group of companies that, in the opinion of the Supervisory Board, are comparable with ING in terms of size and scope. In line with the foregoing, the Supervisory Board has determined that the peer group consists of the companies in the Dow Jones Euro Stoxx 50 index. These are 50 companies, including ING, in a range of financial and non-financial industries, which are based in countries within the eurozone. In compliance with the Dutch Banking Code, the Executive Board remuneration policy stipulates that total direct compensation is slightly below the median of the peer group and provides for a balanced mix between fixed and variable remuneration. Total compensation will be determined in line with the relevant market environment and will be reviewed from time to time by the Supervisory Board. Increased focus on risk and non-financial performance Variable remuneration is linked to performance and will take into consideration both individual and company performance criteria. Performance measurement will account for risk requirements and cost of capital. In addition to financial indicators, performance will also be assessed based on non-financial drivers, by means of a number of targets regarding economic, environmental, customer satisfaction and social criteria. The performance objectives used for the allocation of variable remuneration are annually predetermined by the Supervisory Board. Variable remuneration will not exceed 100% of base salary at the time of allocation. The policy provides for an at-target variable remuneration of 80% of base salary if performance criteria are met (split 50/50 in cash and shares (1) ). If performance criteria are exceeded, the variable component can be increased from target to maximum, not exceeding 100% of base salary at the time of allocation. If performance is below target, the variable component will be decreased or not awarded. Increased emphasis on long-term value creation The Executive Board remuneration policy combines the short and long-term variable components into one structure. This structure intends to support both longterm value creation and short-term company objectives. The emphasis on long-term performance indicators within the variable component of the compensation package is increased by means of deferral, holdback and clawback mechanisms. (1) By shares, reference is made to depositary receipts issued by the ING Trust Office in bearer form for ING Groep N.V. shares. For the sake of simplicity in this chapter, reference is made to (ING) shares, instead of depositary receipts. In line with applicable regulations, at maximum 40% of total variable remuneration is awarded upfront in the year following the performance year. The remaining part of the total variable remuneration (at minimum 60%) is deferred. It is subject to tiered vesting on the first, second and third anniversary of the grant date (one-third per annum). The entire long-term component is subject to an ex-post performance assessment by the Supervisory Board. The ex-post performance assessment cannot lead to an upward adjustment of the deferred variable remuneration. Both the upfront part of the variable remuneration and every deferred part are equally divided between cash and shares. To all share awards granted to Executive Board members in their capacity as Board member, a retention period of five years from the grant date is applicable. However, they are allowed to sell part of their shares at the date of vesting to pay tax over the vested share award. Pensions Executive Board members In the AGM of 12 May 2014, it was decided that members of the Executive Board appointed after 1 January 2015 will be given the choice to join the Collective Defined Contribution pension scheme based on a fixed premium methodology or to receive a pension allowance. Members of the Executive Board appointed before 1 January 2015 were given the same choice as from 1 July In addition, individual Executive Board members participating in the pension plan that existed before the introduction of the 2010 plans (approved by the 2006 AGM) were given the choice to keep their existing pension arrangement. Members of the Executive Board will be required to pay a contribution to their pension premium in line with the contributions under ING s Collective Labour Agreement (CLA) in the Netherlands. Members of the Executive Board working on a non- Dutch contract will be offered pensions in line with home country practices. Benefits Executive Board members will continue to be eligible for additional benefits (e.g. the use of company cars, contributions to company savings plans and, if applicable, expatriate allowances) which apply to other senior employees. Executive Board members may obtain banking and insurance services from ING Group subsidiaries in the ordinary course of their business and on comparable terms that apply to most other employees of ING in the Netherlands. In addition, tax and financial planning services will be provided to ensure compliance with the relevant legislative requirements. Tenure Members of the Executive Board who were appointed prior to 2013, have an employment agreement with ING Groep N.V. Members who are appointed as of 2013 have a commission contract. The employment agreement and the commission contract for Executive Board members provide for an appointment for a period

3 of four years and allow reappointment by the General Meeting of Shareholders. In the case of an involuntary exit, Executive Board members are eligible to an exitarrangement limited to one year of base salary. Supervisory Board discretion to review the policy and the remuneration paid Within the Executive Board remuneration policy as adopted by the AGM of ING and as described herein, the Supervisory Board annually determines the remuneration for the Executive Board members based on the advice given by the Supervisory Board Remuneration Committee. It is the responsibility of ING s Supervisory Board to take into account the s of all stakeholders, including shareholders and employees, as well as business continuity and sustainable growth, when determining the Company s remuneration policy. Considering that the legal and regulatory environment is still undergoing changes, ING might experience further impact from that. In order to ensure that ING can adapt to these uncertain factors the Supervisory Board may re-evaluate the Executive Board remuneration policy from time to time. Other items for Supervisory Board discretion Holdback, clawback and adjustments The Supervisory Board has the authority to impose holdback and/or clawback to variable remuneration allocated to a member of the Executive Board based on inaccu data and/or behaviour that led to significant harm to the Company. The Supervisory Board also has the authority to adjust variable remuneration if application of the predetermined performance criteria results in undesired outcomes. Accordingly, the Supervisory Board has decision authority in situations not addressed in the policy. Special employment conditions Special employment conditions, such as commitments made to secure the recruitment of new executives, may be used in exceptional circumstances subject to strict control by the Supervisory Board. Financial performance indicators include: 1. Underlying net results for ING Group 2. Reduce double leverage in ING Group 3. Repayment of the Dutch State 4. IPO NN Group 2014 Remuneration Executive Board The Executive Board remuneration for 2014 is in accordance with the prohibition of variable remuneration for the year up to 8 November 2014 and the Executive Board remuneration policy, with exception of the alignment to the benchmark. According to policy remuneration levels should be slightly below the median of the benchmark, whereas actual Executive Board remuneration was significantly below the median Executive Board base salary The base salary of all Executive Board members was set at the time of the introduction of the Executive Board remuneration policy in The base salary of the Executive Board has not been raised since 2010 as the Executive Board decided voluntarily not to accept a base salary increase until ING has repaid core Tier 1 securities from the Dutch State along with the restrictions put in force by the Dutch Bonus Prohibition Act, as introduced in As a consequence the base salary level remained also in 2014 at the 2010 level. After final repayment to the Dutch State, with effect from 8 November 2014, the base salary of the CFO and CRO was increased from EUR 750,000 to EUR 900,000 per year in order to bring the remuneration levels closer to the benchmark as set in the Executive Board remuneration policy and in accordance with the Dutch Banking Code Executive Board variable remuneration Although, as from 7 November 2014 the prohibition to grant variable remuneration (in cash or otherwise) to Executive Board members expired, both the Supervisory Board and Executive Board felt it appropriate to forgo variable remuneration for performance year As indicated in the remuneration policy the performance of the Executive Board will be assessed based on financial and non-financial performance indicators. For 2014, amongst others, the following performance indicators applied. Non-financial performance indicators include: 1. Develop and launch an adjusted Bank stgy for organisation, governance and people management 2. Develop an ING IR stgy in line with the adjusted ING stgy 3. Further strengthen the operational and legal structure 4. Develop an updated sustainability stgy and agenda for the bank 5. Develop and implement a forward-looking risk appetite stgy 6. Enhance the Non-Financial Risk management 89 Additional information Other information Parent company annual accounts Consolidated annual accounts

4 ING Group 90 Corpo Governance Remuneration report continued The table below shows the remuneration awarded to the individual members of the Executive Board with respect to the performance years 2014, 2013 and Total direct compensation of the individual members of the Executive Board number of shares number of shares amounts in thousands of euros amount amount Ralph Hamers (1) Base salary 1, Variable remuneration in cash Variable remuneration in shares amount number of shares Patrick Flynn (3) Base salary Variable remuneration in cash Variable remuneration in shares Wilfred Nagel (2,3) Base salary Variable remuneration in cash Variable remuneration in shares (1) Ralph Hamers was appointed to the Executive Board on 13 May The figures for him reflect compensation earned in the capacity as an Executive Board member. Thus the figure for 2013 reflects a partial year as an Executive Board member and CEO. (2) Wilfred Nagel was appointed to the Executive Board on 14 May The figures for him reflect compensation earned in the capacity as an Executive Board member. Thus the figure for 2012 reflects a partial year as an Executive Board member. (3) After full repayment of the Dutch state aid on 7 November 2014, the base salary of the CFO and CRO was increased to EUR 900,000. In 2014 there was no clawback applied to paid or vested variable remuneration from any of the Executive Board members. The total direct compensation of former members of the Executive Board amounted to nil for 2014, EUR 1,015 thousand for 2013 and EUR 1,353 thousand for Pension costs In 2014, members of the Executive Board participated in the defined contribution pension plans introduced in 2010 as part of the Executive Board Remuneration Policy. The table below shows the pension costs of the individual members of the Executive Board in 2014, 2013 and Pension costs of the individual members of the Executive Board amounts in thousands of euros Ralph Hamers (1) Patrick Flynn Wilfred Nagel (2) (1) Ralph Hamers was appointed to the Executive Board on 13 May The 2013 pension costs for him reflect the partial year as an Executive Board member. (2) Wilfred Nagel was appointed to the Executive Board on 14 May The 2012 pension costs for him reflect the partial year as an Executive Board member. There were no pension costs for former members of the Executive Board in the past three years. Long-term incentives awarded in previous years In 2014 no long-term incentives were awarded to the Executive Board members. Until 2010 the long-term incentive plan (LTIP) was in place at ING and includes share options and performance shares. The ING share options have a total term of 10 years and a vesting period of three years after which they can be exercised during the remaining seven years.

5 Information on the options and the movements during the financial year of options held by the members of the Executive Board as at 2014 Options held by the members of the Executive Board number of options Outstanding as at 31 December 2013 Exercised in 2014 Waived or expired in 2014 Outstanding as at 31 December 2014 Exercise price Vesting date Ralph Hamers 6, , Mar Mar , , Mar Mar , , Mar Mar , , Mar Mar , , Mar Mar , , Mar Mar , , Mar Mar 2020 Patrick Flynn Wilfred Nagel 5, , Mar Mar , , Mar Mar , , Mar Mar , , Mar Mar , , Mar Mar , , Mar Mar , , Mar Mar 2020 Performance shares are shares conditionally granted, with the final shares awarded in three years (tiered) based on ING s performance at the end of each performance cycle. The ultimate value of the performance share is based on ING Group s share price at the vesting date and performance measurement. Deferred shares are shares conditionally granted, with the final shares awarded in three years (tiered) of which the ultimate value of each deferred share will be based on ING Group s share price at the vesting date. A retention period of five years as from the grant date applies to all share and option awards granted to Executive Board members. During this five-year period, the Executive Board members are only allowed to sell part of their shares at the date of vesting to pay tax over the vested amount of the award. For the Executive Board members the following shares have vested during 2014: Shares vested for the Executive Board during 2014 Number of shares granted Number of shares vested (1) Granting Vesting Vesting Shares date date price Ralph Hamers (2) LSPP Upfront share units (3) 27 Mar Mar ,487 15, Expiry date LSPP Deferred share units 28 Mar Mar ,511 3, LSPP Performance shares 30 Mar Mar ,016 7, LSPP Deferred shares 30 Mar Mar ,116 4, Patrick Flynn Wilfred Nagel (4) LSPP Deferred shares 28 Mar Mar ,398 3, LSPP Performance shares 30 Mar Mar ,612 6, LSPP Deferred shares 30 Mar Mar ,368 3, Deferred shares 15 May May ,489 2, Deferred shares 16 May May ,759 1, (1) Performance shares are shares conditionally granted with the final shares awarded based on ING s performance at the end of each performance cycle. (2) Shares granted to Ralph Hamers in March 2013 were awarded for his performance in position previous to his appointment to the Executive Board. (3) Upfront or deferred share units are cash settled instruments of which the ultimate value will be based on ING Group s share price at the vesting date. (4) Shares granted to Wilfred Nagel in 2012 and 2013 were awarded for his performance in positions previous to his appointment to the Executive Board. 91 Additional information Other information Parent company annual accounts Consolidated annual accounts

6 ING Group 92 Corpo Governance Remuneration report continued Benefits The individual members of the Executive Board receive other emoluments apart from the compensation and pension benefit. These other emoluments include employer contributions in saving schemes or are related to long home/work distances and housing, and amounted in 2014, 2013 and 2012 to the following gross amounts: Other emoluments amounts in thousands of euros Ralph Hamers (1) Patrick Flynn Wilfred Nagel (2) (1) Ralph Hamers was appointed to the Executive Board on 13 May The 2013 emoluments for him reflect the partial year as an Executive Board member. (2) Wilfred Nagel was appointed to the Executive Board on 14 May The 2012 emoluments for him reflect the partial year as an Executive Board member. Loans and advances to Executive Board members The table below presents the loans and advances provided to Executive Board members and on 2014, 2013 and Loans and advances to the individual members of the Executive Board amounts in thousands of euros Ralph Hamers (1) 2, % 98 2, % 500 Patrick Flynn Wilfred Nagel (2) % % % 0 (1) Ralph Hamers was appointed to the Executive Board on 13 May The figures reflect the loans and advances received well before his appointment to the Executive Board. (2) Wilfred Nagel was appointed to the Executive Board on 14 May The figures reflect the loans and advances received before his appointment to the Executive Board and repayment of EUR 250,000 in December 2014 in accordance with the terms of the mortgage. ING shares held by Executive Board members Executive Board members are permitted to hold ING shares as a long-term investment. The table below shows an overview of the shares held by members of the Executive Board at 2014, 2013 and ING shares held by members of the Executive Board number of shares Ralph Hamers 44,182 38,497 Patrick Flynn 85,084 85,084 85,084 Wilfred Nagel 81,285 70,027 15,246

7 Proposed amendments to the Executive Board Remuneration policy Since 2009 the base salary level of the Executive Board has not been increased and no variable remuneration was paid to the Executive Board. In 2010 the AGM approved the existing Executive Board remuneration policy. During the period in which ING was subject to the Prohibition Act on Variable Remuneration, ING could not remune the Executive Board members in accordance with the remuneration policy. Now that ING has made the final repayment of the State support and also the regulatory landscape has further materialized with the introduction of the Wbfo, the Supervisory Board reviewed the contractually agreed remuneration of the members of the Executive Board and compared that against the Executive Board remuneration policy as approved in This resulted in the following proposed amendments to the remuneration policy: 1. Change of the at target variable remuneration percentage to 80% of the maximum allowed variable remuneration percentage according to the Wbfo which is currently 20%, as described below. 2. The cash component of variable remuneration will be abandoned resulting in variable remuneration for members of the Executive Board fully awarded in shares. These amendments to the current remuneration policy for the Executive Board will be put forward for adoption at the 2015 AGM. If adopted, it will become effective as of performance year New legislation The impact of the Wbfo on the total direct compensation of the members of the Executive Board will even further increase the gap with ING s peers. In accordance with the current policy, variable remuneration levels of the Executive Board are set at 80% (of base salary) in case of at target performance and 100% (of base salary) as a maximum in case of outperformance. The Wbfo introduces a variable remuneration cap of maximum 20% of base salary. Applying these lower variable remuneration caps will reduce the ING Executive Board remuneration levels to the lowest quartile in the benchmark which is not sustainable, considering ING's international footprint. ING is serving 32 million clients across 40 countries. At least 70% of employees work outside the Netherlands and 65% of total income is earned abroad. Benchmarks The current remuneration level of the CEO and other members of the Executive Board is benchmarked against the Euro Stoxx 50. In addition to the benchmark peer group as agreed in the Executive Board remuneration policy, other peer groups were also reviewed as part of the overall analysis. The remuneration developments in the financial sector deviate more in the last years from the non-financial sector. In order to take these developments into account, sepa peer groups for the financial sector and for the non-financial sector were reviewed. Also those benchmarks confirm that the current actual direct compensation level of the members of the ING Executive Board are significantly below median level of the Euro Stoxx 50 peer group and such other peer groups. To be able to attract and retain highly qualified leaders, ING cannot afford prolonged significant downward deviation from the median remuneration levels of its peers Remuneration Executive Board As a result of the Wbfo, the members of the Executive Board will be eligible for at target variable remuneration of 16% of base salary if performance criteria (as predetermined by the Supervisory Board) are met. If performance criteria are exceeded, the variable component can be increased from target to maximum, in total not exceeding 20% of base salary at the time of allocation. Any variable remuneration will be fully awarded in shares and will be subject to the agreed deferral arrangements (40% is awarded upfront in the year following the performance year and the remaining 60% is deferred with a 3 year tiered vesting) as laid down in the 2010 Executive Board remuneration policy. The impact of this reduction of variable remuneration is a decrease of total compensation at target (according to policy) of 35%; from EUR 2,286,000 to EUR 1,473,000 for the CEO and from EUR 1,620,000 to EUR 1,044,000 for the CFO/CRO. Taking the benchmark position of ING into account, this made the Supervisory Board decide to adjust the remuneration level of the members of the Executive Board, by increasing the fixed remuneration. With effect from 1 January 2015, the base salary of the CEO has been increased to EUR 1,630,000 and the base salaries of the CFO and CRO to EUR 1,180,000. As a result, total compensation at target compared to policy by year end 2014 will be reduced with 17% from EUR 2,286,000 to EUR 1,890,800 for the CEO and with 16% from EUR 1,620,000 to EUR 1,368,800 for the CFO/CRO. On the following page the different scenarios are visualised. 93 Parent company annual accounts Consolidated annual accounts Additional information Other information

8 ING Group 94 Corpo Governance Remuneration report continued CEO remuneration compared to benchmark amounts in thousands of euros 5,000 4,000 3,000 2,000 1, ,500 2,000 1,500 1, ,580 Euro Stoxx 50 (median level at target) 2,286 1,016 1,270 ING Current (at target) ING Proposed (at target) CFO/CRO remuneration compared to benchmark amounts in thousands of euros 2,185 Euro Stoxx 50 (median level at target) Benchmark Base (1) Variable Remuneration (2) Total Direct Compensation 1, ING Current (at target) VR (1) at target 1, ,630 1, ,180 ING Proposed (at target) TDC (2) The new remuneration levels are still significantly below median level of the Euro Stoxx 50 benchmark. This remains a major concern, however, the Supervisory Board deems fully bridging the gap with peers currently not appropriate in the context of the public debate. The Supervisory Board will continue to monitor the development of the applicable benchmark and continues to support the Executive Board remuneration policy of compensating in line with the Dutch Banking Code. As such annual reviews will be held Executive Board Pensions As of 1 January 2015, all members of the Executive Board are participating in the Collective Defined Contribution (CDC) pension scheme. Following the introduction of legislation with effect from 1 January 2015 pursuant to which pension premiums on salaries in excess of EUR 100,000 are no longer exempt or deductible from wage tax, the Executive Board members are compensated for the resulting loss of pension accrual by means of a cash allowance to be annually determined in accordance with the CLA. Remuneration policy for senior management As much as possible for a global financial institution of its size, ING aims to take account of all the differences and standards applied within similar financial institutions in the various countries in which it opes. The remuneration policies applicable to members of the Management Boards and senior management are in line with international and local legislation and practices, which may therefore deviate from the remuneration policy for members of the Executive Board. Total direct compensation Total direct compensation levels will be based on benchmark data in the international context in which ING opes. ING aims for compensation levels to be set at market median levels. Total compensation levels will be determined on the basis of a variety of factors including relevant market practices and regulatory environment. Focus on long-term value creation, risk and non-financial performance Variable remuneration is linked to long-term value creation and risk. It is based on individual, business line and company performance criteria. Performance measurement will increasingly account for estimated risks and cost of capital. There is a clear emphasis on longterm value creation by means of long-term incentives, deferral and clawback mechanisms. Furthermore, and in addition to financial indicators, performance is also assessed on non-financial drivers. Nonfinancial indicators aim at further improving sustainable business practices. Non-financial indicators include customer satisfaction, workforce diversity, stakeholder engagement and sustainable business practices Remuneration structure senior management The Executive Board remuneration policy, which permits a combination of fixed compensation (base salary) and variable remuneration (together total direct compensation ), pension arrangements and benefits have been applied in full to members of the Management Board Banking. For senior management in banking, ING has shifted gradually to a more balanced mix of fixed and variable remuneration in line with the Executive Board remuneration policy and to put more emphasis on value creation. Exceptions may exist for high-value specialists and senior management working in certain divisions and/or geographical areas. The remuneration policy for senior management is in line with the requirements of the Capital Requirements Directive IV. With effect from 1 January 2014, the Capital Requirements Directive IV led to a significant increase in the number of ING s identified staff. All these identified staff are subject to the requirements set by Capital Requirements Directive IV. ING has continued to review and amend the remuneration for its identified staff in order to comply with the Capital Requirements Directive IV. The requirements relate to the allocation of variable remuneration and the ratio between fixed and variable remuneration and are intended to mitigate risk relating to remuneration. Measures include an ex-ante and ex-post assessment of variable remuneration prior to award and vesting respectively, significant deferral of variable remuneration, an equal divide between variable remuneration in cash and in shares, as well as retention periods on all equity remuneration as soon as it becomes unconditional.

9 Moreover, in light of the Capital Requirements Directive IV, compensation packages related to control functions (such as risk management functions) are structured such that they provide for a reduced emphasis on variable remuneration. To ensure the autonomy of the individual, financial performance metrics are dependent on objectives determined at the divisional level (i.e. not at the level of the relevant business). In addition, performance assessments are not only determined by business management, but also by the functional line. The regulatory environment is still in development. The structure as set out above is based on information currently available. If more legislation would enter into force and amendments are necessary, ING will amend the structure as deemed appropriate. In addition, as mentioned earlier, the Wbfo has been enacted with effect from 7 February 2015, introducing amongst others caps on variable remuneration applicable to all global staff. ING has taken the necessary measures to implement the legislative requirements in its remuneration policies. Variable remuneration cap for certain employees The Wbfo has introduced restrictions on the ratio between fixed and variable remuneration for all global staff of Dutch credit institutions and their subsidiaries in the Netherlands and abroad. With ING s international footprint, a significant part of ING s key staff is employed outside the Netherlands. Especially outside the European Economic Area ( EEA ), ING opes in markets that do not have local limitations on variable remuneration and where ING s international peers and competitors, being subject to less home country restrictions concerning variable remuneration, have a more favorable competitive position. Under the Wbfo, credit institutions are permitted to set a cap higher than 100% of fixed remuneration for staff outside the EEA, provided that the higher cap is approved by their shareholders in accordance with the requirements laid down in CRD IV. In order to maintain ING s competitive position in these markets and to minimize any disadvantages in its ability to recruit and retain key employees and taking into account that this does not limit the ability of the Company to strengthen its capital base, the Executive Board and the Supervisory Board deem it in the best of the Company to increase the cap up to 200% for a select group of staff working in the Commercial Banking (including Lending Services, Financial Markets and other departments within Commercial Banking) and Bank Treasury businesses. Taking the above into account approval is sought in the Annual General Meeting for any and all resolutions regarding the increase of the maximum ratio between the fixed and variable components of remuneration from 100% to 200%, by the subsidiaries of the Company for no more than 1% of ING s global staff for each of the performance years 2014, 2015 and For performance year 2014 this increased ratio may be applied to identified staff globally and for performance years 2015 and 2016 the application of this increased ratio is restricted to all staff employed outside the EEA. ING will make restrictive use of the permission to apply the increased cap. Where applied, the increased cap is based on performance delivered. The increased cap will be applied for 65 identified staff (both in- and outside the EEA) with respect to performance year For performance year 2015 ING expects to apply the increased cap to a maximum number of 120 employees outside the EEA. The increased number is due to the fact that the Wbfo applies to all staff (not only identified staff). Remuneration Supervisory Board The annual remuneration of the Supervisory Board members as adopted by the General Meetings in 2006 and 2008 amounts to: chairman EUR 75,000, vicechairman EUR 65,000, other members EUR 45,000. In addition to the remuneration each member receives an expense allowance. For the chairman and vice-chairman the annual amount is EUR 6,810. For the other members the amount is EUR 2,270. The remuneration for the membership of committees is as follows: chairman of the Audit Committee EUR 8,000, members of the Audit Committee EUR 6,000, chairmen of other Supervisory Board committees EUR 7,500 and members of other Supervisory Board committees EUR 5,000. In addition to the fixed remuneration, committee members receive a fee for each meeting they attend. For the Audit Committee chairman this fee is EUR 2,000 per meeting and for its members EUR 1,500. For the chairmen and members of other committees the attendance fee amounts to EUR 450 per meeting. Supervisory Board members receive an additional fee of EUR 2,000 per attended Supervisory Board or Committee meeting in the event the meeting is held outside the country of residence of the Supervisory Board member, or an additional amount of EUR 7,500 per attended Supervisory Board or Committee meeting if intercontinental travel is required for attending the meeting. The remuneration levels for Supervisory Board members will be reviewed in 2015 as a consequence of increased level of responsibility and the increased frequency and intensity of Supervisory Board meetings. 95 Additional information Other information Parent company annual accounts Consolidated annual accounts

10 ING Group 96 Corpo Governance Remuneration report continued 2014 Remuneration Supervisory Board The table below shows the remuneration, expense allowances and attendance fees per Supervisory Board member Remuneration Supervisory Board 2014 (1) 2013 (1) 2012 (2) amounts in thousands of euros Remuneration VAT Remuneration VAT Jeroen van der Veer (2) Peter Elverding (2,4) Tineke Bahlman (4) Henk Breukink Joost Kuiper Luc Vandewalle (4) Jan Holsboer (4) Robert Reibestein Yvonne van Rooy (4) Carin Gorter Herman-Josef Lamberti Isabel Martin Castella Eric Boyer de la Giroday (3) 53 (1) As per 1 January 2013 new VAT legislation was implemented based on which the Dutch SB members qualify as VAT taxable persons and are obliged to charge 21% VAT to ING on their remuneration. (2) The remuneration amounts of 2012 are excluding VAT. In 2012, remuneration was voluntarily capped at EUR 100,000 and EUR 90,000 for the chairman and vice-chairman respectively. The same cap applied for s in excess of the 2011 cap amounting to EUR 13,000 for Peter Elverding and EUR 14,000 for Jeroen van der Veer are deducted from their remuneration relating to (3) Eric Boyer de la Giroday is a member of the Supervisory Board as of May The remuneration figures for 2014 reflect a partial year as a member of the Supervisory Board. (4) Peter Elverding, Tineke Bahlman and Luc Vandewalle retired in May Jan Holsboer and Yvonne van Rooy retired in June The remuneration figures for 2014 reflect a partial year as a member of the Supervisory Board. Compensation of former members of the Supervisory Board who are not included in the above table amounted to nil in 2014, EUR 90 thousand in 2013 and EUR 264 thousand in Loans and advances to Supervisory Board members Supervisory Board members may obtain banking and insurance services from ING Group subsidiaries in the ordinary course of their business and on terms that are customary in the sector. The Supervisory Board members do not receive privileged financial services. The table below presents the loans and advances to Supervisory Board members on 2014, 2013 and Loans and advances to members of the Supervisory Board amounts in thousands of euros Jeroen van der Veer (1) (1) The amount reflects a housing mortgage loan granted in 1992, well before Jeroen van der Veer's appointment to the Supervisory Board. ING shares and options held by Supervisory Board members Supervisory Board members are permitted to hold ING shares as a long-term investment. The table below shows the holdings by members of the Supervisory Board at 2014, 2013 and ING shares held by members of the Supervisory Board (1) number of shares Jeroen van der Veer 119, , ,469 Hermann-Josef Lamberti (2) 5,700 5,700 Eric Boyer de la Giroday (3) 43,094 (1) The numbers reflect the shares held by the members of the Supervisory Board and their partners. (2) Hermann-Josef Lamberti is a member of the Supervisory Board as of May (3) Eric Boyer de la Giroday is a member of the Supervisory Board as of May 2014.

11 The following table contains information on the options by, and awards vested for, the members of the Supervisory Board. Stock options on ING Groep N.V. shares held by members of the Supervisory Board at 2014 Outstanding as at 31 Dec 2014 Expired in 2014 Eric Boyer de la Giroday (1) 389,390 23,181 Outstanding as at 31 Dec 2013 Shares vested for members of the Supervisory Board in 2014 Eric Boyer de la Giroday (2) Expired in 2013 Number of shares granted Outstanding as at 31 Dec 2012 Number of shares vested Expired in 2012 Shares Granting date Vesting date Vesting price Deferred shares 16 May May ,831 8, (1) Eric Boyer de la Giroday is a member of the Supervisory Board as of May (2) Shares granted to Eric Boyer de la Giroday in May 2012 were awarded for his performance in position previous to his appointment to the Supervisory Board. 97 Additional information Other information Parent company annual accounts Consolidated annual accounts